Borrower Request. Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders request the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No. 1). Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.
Appears in 2 contracts
Sources: Credit Agreement (Wheels Up Experience Inc.), Credit Agreement (Wheels Up Experience Inc.)
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) by or (ii) an increase to the existing Revolving Commitments (such increase, an “Incremental Revolving Increase” and the commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the lesser of (x) $50,000,000 and (y) an amount such that, after giving effect to the establishment of any Incremental Revolving Commitment, the aggregate principal amount of the Revolving Commitments does not less than exceed $10.0 million individually 100,000,000 plus (or such lower ii) the aggregate amount agreed of all voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Lead LendersBorrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Secured Leverage Ratio, no amount shall be available under this clause (iii) andfor any purpose, in minus the aggregate for all such requests, not initial principal amount of any Incremental Equivalent Term Debt incurred pursuant to exceed $50.0 million Section 2.15 (it being understood and agreedagreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the avoidance effect of doubt, that increasing the Borrower’s ability to incur indebtedness under clause (xi) above as of the date of such amount shall not be increased redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any prepayment Incremental Term Loans the proceeds of which are used to repay or repayment otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Term Loans Available Incremental Amount and (y) such amount shall be reduced to not reduce the extent of the Term Loans incurred pursuant to Amendment No.
1)Available Incremental Amount. Any Each such notice shall specify (i) the date (each, an “Increase Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Term Loan Commitments Facility shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment or Incremental Revolving Commitment, as applicable, be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 2 contracts
Sources: Credit Agreement (2U, Inc.), Credit Agreement (2U, Inc.)
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under the then existing revolving facility, each, an amount not less than $10.0 million individually (or such lower amount agreed to by “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes ); provided, that the maximum amount of all Incremental Term Revolving Loan Commitments Commitments, in the aggregate, shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the exceed $5,000,0007,250,000. The opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any commit to provide all or a portion of the Incremental Term Loan Commitments Facilities shall be offered by the Borrower first to the existing Lenders as contemplated in on a pro rata basis and, to the immediately preceding sentence is extent that such existing Lenders have not subscribed for by the Lenders agreed to provide such Incremental Facilities within five (5) Business Days of receipt after receiving such offer from the Borrower, on the terms specified by the Borrower, the Administrative Agent or any arranger of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders)Incremental Facilities, after being provided a bona fide opportunity to do so, the Borrower may, with the consent of the Lead Lenders as may then offer such opportunity to any bank, financial institution or other entity that is not at such time a Lender, offer to any Eligible Assignees (which may include existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to any such Sponsor Investor or Affiliated Debt Fund.
Appears in 2 contracts
Sources: Amendment Agreement (Jamf Holding Corp.), Amendment Agreement (Juno Topco, Inc.)
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments term loan facilities with term loan commitments (each, an “Incremental Term Loan Commitment”) by or one or more new revolving credit facilities with revolving credit commitments (each, an amount not less than $10.0 million individually (or such lower amount agreed to by “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”)), in each case, either pari passu with, or junior to, the existing Term Loan Facility, in an aggregate for all such requests, amount not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt100,000,000; provided, that the Borrower may incur unlimited additional Incremental Facilities so long as, on a Pro Forma Basis (x) assuming that any such amount shall not be increased by Incremental Revolving Loan Commitments are drawn in full and excluding the amount cash proceeds of any prepayment such Incremental Term Loans or Incremental Revolving Loan Commitments) and after giving effect to any acquisitions or Dispositions or repayment of Indebtedness after the Term Loans and (y) such amount shall be reduced to the extent beginning of the Term Loans incurred relevant determination period but prior to or simultaneous with the borrowing under such Incremental Facility, the First Lien Secured Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Amendment No.
1Section 6.1(a) or (b)) shall not exceed the First Lien Secured Leverage Ratio as in effect on the Closing Date (as calculated, on a Pro Forma Basis for the Transactions, as of the date of the then most recent financial statements of the then last ended fiscal quarter). Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Facilities shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Facility be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice allocations (or such shorter time as agreed by it being understood that the Borrower and the Lead shall first seek commitments in respect of Incremental Facilities from existing Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any but no existing Lender or will have an obligation to one or more additional banks, financial institutions or other entities the opportunity to provide all or make a portion of such unsubscribed portion of the any Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan CommitmentFacility).
Appears in 2 contracts
Sources: Credit Agreement (Auxilium Pharmaceuticals Inc), Credit Agreement (Auxilium Pharmaceuticals Inc)
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Revolving Credit Commitment Termination Date, one or more increases to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) prior to the Term Loan Maturity Date, the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and, together with the Incremental Revolving Commitment, the “Incremental Commitments”) by an amount not in excess of the aggregate sum of (A) $75,000,000 and (B) up to an additional $75,000,000, and not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and25,000,000 individually, so long as, in the aggregate for all case of clause (B), after giving pro forma effect to the borrowings (assuming, in the case of Incremental Revolving Commitments, that such requestsIncremental Revolving Commitments are fully drawn) to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the assumption of Indebtedness in connection with the consummation of any Permitted Acquisition concurrently with such borrowings, not to exceed $50.0 million (it being understood and agreed, the Borrower’s Consolidated Secured Leverage Ratio for the avoidance of doubt, that (x) such amount prior Reference Period shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)greater than 2.5:1.0. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date Business Day not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each assignee permitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.
Appears in 2 contracts
Sources: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp)
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under a new revolving facility (an amount not less than $10.0 million individually “Additional Revolving Commitment”) or under the then existing revolving facility (or such lower amount agreed to by a “Revolving Commitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes ); provided, that the aggregate principal amount of all Additional Revolving Commitments or Incremental Term Revolving Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after exceed $9,000,000 in the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the aggregate. The opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any commit to provide all or a portion of the Incremental Term Loan Commitments Facilities shall be offered by the Borrower first to the existing Lenders as contemplated in on a pro rata basis and, to the immediately preceding sentence is extent that such existing Lenders have not subscribed for by the Lenders agreed to provide such Incremental Facilities within five (5) Business Days of receipt after receiving such offer from the Borrower, on the terms specified by the Borrower, the Administrative Agent or any arranger of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders)Incremental Facilities, after being provided a bona fide opportunity to do so, the Borrower may, with the consent of the Lead Lenders as may then offer such opportunity to any bank, financial institution or other entity that is not at such time a Lender, offer to any Eligible Assignees (which may include existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to any such Sponsor Investor or Affiliated Debt Fund.
Appears in 1 contract
Borrower Request. Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments (each, each an “Incremental Term Loan Commitment”) by or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated (x) as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and (y) excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $10.0 million individually 25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (or such lower amount agreed to by including the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount repayment of any prepayment Indebtedness of an acquired person or repayment secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the Term Loans and (y) fiscal quarter ended immediately preceding the date on which a binding contract for such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)acquisition or investment is entered into. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of such Incremental Term Loan Commitments and each person (iiiwhich much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) offer each Lender to whom the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If Borrower proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan increased or new Commitment.
Appears in 1 contract
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “"Incremental Term Facility") with term loan commitments (each, an "Incremental Term Loan Commitment”") by in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not less than in excess of: (i) $10.0 million individually 300,000,000 plus (or such lower ii) the aggregate amount agreed to of all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments plus (iii) the maximum amount of additional Loans that could be incurred by the Lead LendersBorrower at such time without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreedagreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the avoidance effect of doubt, that increasing the Borrower’s ability to incur indebtedness under clause (xi) above as of the date of such amount shall not be increased redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the "Available Incremental Amount"). Notwithstanding anything in this Agreement to the contrary, any prepayment Incremental Term Loans the proceeds of which are used to repay or repayment otherwise redeem, repurchase or retire Term Loans or Senior Notes shall not utilize any portion of the Term Loans Available Incremental Amount and (y) such amount shall be reduced to not reduce the extent of the Term Loans incurred pursuant to Amendment No.
1)Available Incremental Amount. Any Each such notice shall specify (i) the date (each, an “a "Term Loan Increase Effective Date”") on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations."
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Borrower Request. Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Revolving Maturity Date, an increase to the existing Revolving Commitments (each an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and the term loans made pursuant thereto, the “Incremental Term Loans”) by an amount such that, after giving effect to such Incremental Revolving Commitments and Incremental Term Loans, the Aggregate Incremental Amount does not exceed the Incremental Cap and in an amount not less - 88 - than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)10,000,000 individually. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen ten (1510) Business Days (or such shorter period as is acceptable to the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity Eligible Assignee to subscribe for its pro rata share of the Incremental Term Loan Commitments. If whom Borrower proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Administrative Agent; provided further that each person who is not an existing Revolving Lender to which Incremental Term Loan CommitmentRevolving Commitments are to be allocated must be a bank, financial institution or other institutional lender (other than Sponsors, Holdings or any Subsidiary or Affiliate of Holdings or Sponsors) reasonably acceptable to the Issuing Bank and the Swingline Lender.
Appears in 1 contract
Borrower Request. The Borrower may at any time and from time to time after the Amendment No. 5 Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreedexcluding, for the avoidance of doubt, the aggregate principal amount of the Existing Incremental Term Loans and the New Term Loans) when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16,3.16 (other than those issued pursuant to clause (iii) of the first sentence of Section 3.16(a)), not in excess of (i) $300,000,000 plus (ii) the maximum amount of additional Loans that (x) such amount shall not could be increased incurred by the Borrower at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any prepayment Incremental Revolving Commitments are borrowed (whether or repayment not funded or outstanding) (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized amounts of the Term Loans type described in clause (ii) above prior to the utilization of amounts under clause (i) above and (yII) Loans may be incurred in respect of both clauses (i) and (ii) above, and the proceeds from any such amount incurrence in respect of both clauses (i) and (ii) above may be utilized in a single transaction by first calculating the incurrence in respect of clause (ii) above (without giving effect to any incurrence in respect of clause (i) and then calculating the incurrence in respect of clause (i) above) and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1agree in its sole discretion). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in an aggregate amount not to exceed the Available Revolving Incremental Amount and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and together with any Incremental Revolving Commitment, each an “Incremental Commitment”) ), by an aggregate amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million the Available Term Incremental Amount (it being understood and agreed, for at the avoidance time of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1incurrence). Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time other date as agreed to by the Borrower Administrative Agent) and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Revolving Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the or Incremental Term Loan Commitments. If any portion of Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment. Each Incremental Term Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Term Commitments set forth in above). Each Incremental Revolving Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $500,000 in excess thereof.
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Borrower Request. The Borrower may at any time and from time to time after the Subsequent First Amendment Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $10.0 million individually 500,000,000, and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Borrower Request. At any time after the later of (A) the Closing Date and (B) the earlier of (x) the completion of a Successful Syndication (as defined in the Fee Letter) and (y) 60 days after the Closing Date, the Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of (i) one or more new Term Loan Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) revolving commitments under a revolving credit facility including, at the Borrower’s election and with the Administrative Agent’s approval (not to be unreasonably withheld or conditioned), subfacilities for swing line loans and letters of credit (a “Revolving Credit Facility”) or increases in the amount of the revolving commitments in respect of a Revolving Credit Facility (each, an “Incremental Revolving Commitment” and loans pursuant thereto “Incremental Revolving Loans” and, collectively with the Incremental Term Loans, “Incremental Loans”), by an amount not less than $10.0 million individually (or such lower amount agreed to by in excess of the Lead Lenders) and, Incremental Total Cap in the aggregate for all such requests, and not to exceed $50.0 million (it being understood and agreed, for the avoidance less than […***…] individually or any larger multiple of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)[…***…]. Any Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen five (155) Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (or such shorter time as agreed by y) the identity of each Eligible Assignee to whom the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental Loans, Incremental Term Loan CommitmentCommitments or Incremental Revolving Commitments shall be required to the extent such consent otherwise would be required under Section 10.01.
Appears in 1 contract
Borrower Request. At any time after the later of (A) the Closing Date and (B) the earlier of (x) the completion of a Successful Syndication (as defined in the Fee Letter) and (y) 60 days after the Closing Date, the Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of (i) one or more new Term Loan Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) by an amount not less than $10.0 million individually or (ii) revolving commitments under a Revolving Credit Facility or such lower amount agreed to by the Lead Lenders) and, increases in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment the Revolving Commitments in respect of a Revolving Credit Facility (each, an “Incremental Revolving Commitment” and loans pursuant thereto “Incremental Revolving Loans” and, collectively with the Incremental Term Loans Loans, “Incremental Loans”; the Incremental Term Loan Commitments and (y) such amount shall be reduced Incremental Revolving Commitments are referred to the extent of the Term Loans incurred pursuant to Amendment No.
1herein as “Incremental Commitments”). Any Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen (15) five Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (or such shorter time as agreed by y) the identity of each Eligible Assignee to whom the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental Loans, Incremental Term Loan CommitmentCommitments or Incremental Revolving Commitments shall be required.
Appears in 1 contract
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of Incremental Revolving Commitments under Section 3.16) and all Incremental Equivalent Debt under Section 2.5, not less than in excess of: (i) $10.0 million individually 300,000,000 plus (or such lower ii) the aggregate amount agreed to of all voluntary prepayments of Term Loans and voluntary prepayments of Revolving Loans with a corresponding permanent reduction of the Revolving Commitments plus (iii) the maximum amount of additional Loans that could be incurred by the Lead LendersBorrower at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, agreed that (x) such amount shall not be increased unless notified by the amount Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any prepayment or repayment all of the Term Loans clauses (i), (ii) and (yiii) above, and the proceeds from any such amount incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above) and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall be reduced to agree in its sole discretion) (the extent of foregoing amount, the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Borrower Request. The Borrower may from time to time by written notice to the Administrative Agent and consent of elect to request (1) prior to the Lead Lenders request Maturity Date for the establishment of one or more new Term Loan Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”), (2) an increase in the Term A Loan Facility (each, a “Term A Loan Increase”), (3) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Incremental Term Loan CommitmentIncreases”), (4) one or more term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity and applicable rates with respect thereto) to be made available to the Borrower (each, an “Incremental Term A Loan”) by and/or (5) one or more term B loan tranches to be made available to the Borrower (each, an “Incremental Term B Loan”; each Incremental Term A Loan and Incremental Term B Loan, collectively referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Incremental Revolving Commitment and each Incremental Term Loan Increase, collectively, referred to as the “Incremental Increases”). The aggregate principal amount not less than $10.0 million individually (or of such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall increased Commitments may not be increased by the amount of any prepayment or repayment in excess of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)Incremental Amount. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Increases shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Increases be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments Increase may elect or decline, in its sole discretion, to provide such Incremental Term Loan CommitmentIncrease. The election of any Lender to agree to provide all or a portion of an Incremental Increase shall not obligate any other Lender to provide such Incremental Increase. Notwithstanding the above, each Incremental Increase shall be in an aggregate amount of at least $10,000,000.
Appears in 1 contract
Sources: Credit Agreement (QuidelOrtho Corp)
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Revolving Credit Commitment Termination Date, one or more increases to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) prior to the Revolving Credit Commitment Termination Date, the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and, together with the Incremental Revolving Commitment, the “Incremental Commitments”) by an(together with respect to any amounts incurred with respect to Incremental Equivalent Debt) (A) an amount not in excess of the aggregate sum of (A) $75,000,000 plus (B) an additional amount, not less than $10.0 million individually 25,000,000 individually, so long as, in the case of clause (or such lower amount agreed B), after giving pro forma effect to by the Lead Lenders) borrowings (assuming that the Revolving Credit Commitments are fully drawn and, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn) to be made on the Increase Effective Date, to any change in Consolidated EBITDA resulting from the consummation of any Permitted Acquisition concurrently with such borrowings and any increase in Indebtedness resulting from the assumption of Indebtedness in connection with the consummation of any Permitted Acquisition concurrently with such borrowings, greater of $120,000,000 and 100% of Consolidated EBITDA on a Pro Forma Basis as of the most recently ended Reference Period (less, (i) solely for purposes of determining how much Indebtedness may be incurred under this clause (A), the aggregate for principal amount of all such requestsIncremental Commitments incurred or issued in reliance on clause (A), not and (ii) the aggregate principal amount of all outstanding Incremental Equivalent Debt incurred by reference to exceed $50.0 million this clause (it being understood and agreedA)) or (B) an unlimited amount so long as, the Borrower’s Consolidated Se-curedFirst Lien Leverage Ratio calculated on a Pro Forma Basis for the avoidance of doubt, that (x) such amount priormost recently ended Reference Period shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced greater than 2.5:1.03.00 to the extent of the Term Loans incurred pursuant to Amendment No.
1)1.00. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date Business Day not less than fifteen (15) 10 Business Days (or such shorter period as to which the Administrative Agent may agree) after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each assignee permit-tedpermitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.
Appears in 1 contract
Sources: Credit Agreement (HMS Holdings Corp)
Borrower Request. After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may by written notice to the Administrative Agent and consent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the Lead Lenders request the establishment of one or more new Term existing Revolving Loan Commitments (each, an “Incremental Term Revolving Loan Commitment”) by and/or (y) the establishment of one or more new term loan commitments (each, an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and“Incremental Term Commitment”, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreedwhich, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (such amount, the “Maximum Incremental Facilities Amount”) equal to the sum of (i) an aggregate amount not to exceed $300,000,000, plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn) (collectively, the “Maximum Incremental Facilities Amount”); provided that if at the time of any such incurrence or issuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the Borrowers under the foregoing clause (i), plus (iii) an aggregate amount not to exceed $575,000,000 less (x) such amount shall not be increased by the amount of outstanding under any prepayment or repayment of the Term Loans Aus Local Financing and (y) the amount of Aus Intercompany Loan or Aus Qualified Intercompany Loan loaned by the Co-Investor on the Aus Reorganization Date (such amount shall amount, the “Aus Reorganization Incremental Commitments”), which amounts under this clause (iii) may (A) may be reduced used solely to finance the extent of Aus Reorganization or the Aus Acquisition or to finance the Aus Repayment, (B) be incurred only by a Domestic Borrower and (C) may only be incurred as one or more Incremental Term Loans incurred pursuant to Amendment No.
1)Commitments. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).
Appears in 1 contract
Sources: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Borrower Request. Borrower may at any time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the a minimum amount of any prepayment or repayment at least $10,000,000 and in integral multiples of the Term Loans $5,000,000 in excess thereof, and (y) such up to a maximum aggregate principal amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)$25,000,000. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the such Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each person to whom Borrower proposes any portion of such Incremental Term Loans be allocated and the amounts of such allocations; provided that, (1) Borrower shall first seek Incremental Term Loan Commitments and from the existing Fortress Lenders (iii) offer each Lender the opportunity to subscribe for its pro rata share provided further that none of the existing Fortress Lenders will be required to provide any Incremental Term Loan Commitments. If , and any portion of decision whether or not to do so by any such existing Fortress Lender shall be made at the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt sole discretion of such notice (or such shorter time as agreed by the Borrower and the Lead Lendersexisting Fortress Lender), the Borrower may, with the consent of the Lead (2) if such existing Fortress Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity decline to provide all or a portion of such unsubscribed portion Commitments on terms acceptable to Borrower within a reasonable period of time (in any event, not to exceed ten (10) Business Days) following such request, then Borrower may seek commitments therefor from other Eligible Assignees (an “Additional Lender”) and (3) if Borrower obtains Incremental Term Loan Commitments from such Additional Lenders containing material terms (it being understood that (x) any economic terms and (y) the general scope of collateral and guarantees supporting such Indebtedness are material) that are different from the terms initially offered to such existing Fortress Lenders, Borrower will notify such existing Fortress Lenders of the new terms for such Incremental Term Loan Commitments and such existing Fortress Lenders will have ten (10) Business Days following such notice to decide whether to provide any such Incremental Term Loan Commitments; provided further that the Administrative Agent shall have consented (not to be unreasonably withheld, in each case as consented delayed or conditioned) to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Additional ▇▇▇▇▇▇’s making such Incremental Term Loan CommitmentLoans if such consent would be required under Section 10.6 for an assignment of Loans, as applicable, to such Additional Lender.
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of elect to increase the Lead Lenders Term Facility and/or request the establishment of one or more new term loan facilities (each, an “Incremental Term Loan Commitments Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment” and the loans made pursuant to such Incremental Term Loan Commitment, the “Incremental Term Loans”) by in an aggregate amount, when combined with the aggregate amount of all Incremental Revolving Commitments that shall have become effective (and assuming the full funding of such Incremental Term Loan Commitment and of all Incremental Revolving Commitments that shall have become effective), not less than in excess of the Incremental Cap, and in minimum increments of $10.0 million individually 1,000,000 and a minimum amount of $10,000,000 (or such lower lesser amount agreed equal to by the Lead Lenders) and, in remaining maximum amount of permitted Incremental Commitments); provided that Incremental Refinancing Facilities and Incremental Term Loans thereunder may be incurred without regard to the aggregate for all Incremental Cap (and any such requests, Term Loans shall not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that reduce availability under clause (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent definition of the Term Loans incurred pursuant to Amendment No.
1Incremental Cap). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen three (153) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under the then existing revolving facility (each, an amount not less than $10.0 million individually (or such lower amount agreed to by “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes ); provided, that the aggregate principal amount of all Incremental Term Revolving Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after exceed $10,000,000 in the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the aggregate. The opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity commit to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to Facilities shall be offered by the Lead Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten (10) Business Days after receiving such offer from the Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on terms no less favorable to the Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee.
Appears in 1 contract
Sources: Credit Agreement (Blend Labs, Inc.)
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) by or (ii) one revolving loan facility or, after establishment, an increase in such revolving loan facility (such increase, an “Incremental Revolving Increase” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not less than in excess of the sum of: (i) the greater of (x) $10.0 million individually 50,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or such lower (b) plus (ii) the aggregate amount agreed of all voluntary prepayments of (A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness) plus (iii) an unlimited amount of additional Loans that could be incurred by the Lead LendersBorrower at such time without causing (A) andin the case of any Incremental Facility that is secured by the Collateral on a pari passu basis with the Initial Term Loans or on a junior lien basis with the Initial Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than (1) 4.50 to 1.00, if secured on a pari passu basis with the Initial Term Loans or (2) 5.00 to 1.00, if secured on a junior basis with the Term Loans, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, calculated after giving Pro Forma Effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (iii) for any purpose, minus the aggregate for all such requests, not initial principal amount of any Incremental Equivalent Debt incurred pursuant to exceed $50.0 million Section 2.25 (it being understood and agreedagreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (iii) above prior to the utilization of amounts under clauses (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iii) above (without giving effect to any incurrence in respect of clause (i) or (ii)), second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the avoidance effect of doubt, that increasing the Borrower’s ability to incur indebtedness under clause (xi) above as of the date of such amount shall not be increased redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any prepayment Incremental Term Loans the proceeds of which are used to repay or repayment otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Term Loans Available Incremental Amount and (y) such amount shall be reduced to not reduce the extent of the Term Loans incurred pursuant to Amendment No.
1)Available Incremental Amount. Any Each such notice shall specify (i) the date (each, an “Increase Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Term Loan Commitments Facility shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment or Incremental Revolving Commitment, as applicable, be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Borrower Request. Borrower EnergySolutions may by written notice to the Administrative Agent and consent elect to request: (i) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments (the “Incremental Commitments”) by an amount not in excess of the Lead Lenders request Incremental Commitment Cap in the aggregate and not less than $5,000,000 individually (or, if less, the amount of the Incremental Commitment Cap); (ii) prior to the Term Loan Maturity Date, the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not in excess of the Incremental Commitment Cap in the aggregate and not less than $10.0 million 5,000,000 individually (or such lower amount agreed to by the Lead Lenders) andor, in the aggregate for all such requestsif less, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment the Incremental Commitment Cap); (iii) after the Third Amended and Restated Credit Agreement Effective Date, the establishment of one or repayment more Reclamation L/C Facility Commitments (“Reclamation L/C Facility Commitments”) by an amount not in excess of the Term Loans Reclamation L/C Facility Commitment Cap; and (yiv) such after the Third Amended and Restated Credit Agreement Effective Date, the establishment of one Zion Incremental Facility Commitment (“Zion Incremental Facility Commitment”) by an amount shall be reduced to the extent not in excess of the Term Loans incurred pursuant to Amendment No.
1)Zion Incremental Facility Commitment Cap. Any Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which Borrower EnergySolutions proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (or such shorter time as agreed by the Borrower and the Lead Lenders), (iiy) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share identity of the Incremental Term Loan Commitments. If financial institution to whom EnergySolutions proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan increased or new Commitment.
Appears in 1 contract
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under a new revolving facility (an amount not less than $10.0 million individually “Additional Revolving Commitment”) or under the then existing revolving facility (or such lower amount agreed to by a “Revolving Commitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, solely if and to the extent such consent would be required under Section 10.04 for an assignment of such Type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.
Appears in 1 contract
Sources: First Lien Credit Agreement (Allvue Systems Holdings, Inc.)
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under an existing term facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under a new revolving facility (an amount not less than $10.0 million individually “Additional Revolving Commitment”) or under the then existing revolving facility (or such lower amount agreed to by a “Revolving Commitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, solely if and to the extent such consent would be required under Section 10.04 for an assignment of such Type of Loans or Commitments, as applicable, to such Eligible Assignee; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.
Appears in 1 contract
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent (the “Incremental Request”) elect to request:
(i) upon the consummation of the Lead Lenders request IPO and during the IPO Incremental Availability Period, an increase to the existing Commitments (each, an “IPO Incremental Revolving Commitment”, and the Loans thereunder, the “IPO Incremental Revolving Loans” and the “IPO Incremental Commitments”), by an incremental aggregate amount not in excess of $100,000,000 for total Revolving Loan Commitments, after giving effect to any IPO Incremental Revolving Commitment, of up to $250,000,000; and
(ii) following the IPO and the Increase Effective Date with respect to the IPO Incremental Commitments but prior to the Final Loan Maturity Date, an increase to the existing Commitments then in effect (each, an “Additional Incremental Revolving Commitment”, and the Loans thereunder, the “Additional Incremental Revolving Loans”) and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Additional Incremental Term Loan Commitment” (and the Loans thereunder, the “Additional Incremental Term Loans”) and together with the Additional Incremental Revolving Commitments, the “Additional Incremental Commitments”), by an aggregate amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No100,000,000.
1). Any (iii) each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the applicable Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen three (153) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Additional Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Additional Incremental Term Loan Commitment. Each Incremental Commitment shall be in an aggregate amount of at least $1,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the aggregate limit in respect of applicable Incremental Commitments set forth in above).
Appears in 1 contract
Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under the then existing revolving facility (each, an amount not less than $10.0 million individually (or such lower amount agreed to by “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes ); provided, that the aggregate principal amount of all Incremental Term Revolving Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after exceed $10,000,000 in the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the aggregate. The opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity commit to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to Facilities shall be offered by the Lead Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten (10) Business Days after receiving such offer from the Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on terms no less favorable to the Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment., as applicable, if and to 109 US-DOCS\133960081.2
Appears in 1 contract
Sources: Credit Agreement (Blend Labs, Inc.)
Borrower Request. The Borrower or any Guarantor may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under a new revolving facility (an amount not less than $10.0 million individually “Additional Revolving Commitment”) or under the then existing revolving facility (or such lower amount agreed to by a “Revolving Commitment Increase” and together with any Additional Revolving Commitment, each an “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.
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Borrower Request. Borrower The Borrowers may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or any increase in Revolving Commitments under the then existing revolving facility (an amount not less than $10.0 million individually (or such lower amount agreed to by “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective DateDate ”) on which Borrower proposes ); provided that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as giving effect to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Revolving Loan Commitments, in each case as consented to by the Lead Lendersaggregate amount of the Revolving Commitments shall not exceed $40,000,000. Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that the Borrowers shall offer the opportunity to participate in any Incremental Facility first to the existing Lenders on a pro rata basis with respect to their Commitments and Loans outstanding at such time and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten business days after receiving such offer from the Borrowers on the terms specified by the Borrowers or any arranger of such Incremental Facilities, the Borrowers may then offer such opportunity to other Persons (which may include existing Lenders).
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Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in an aggregate amount not to exceed the Available Revolving Incremental Amount and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and together with any Incremental Revolving Commitment, each an “Incremental Commitment”) ), by an aggregate amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million the Available Term Incremental Amount (it being understood and agreed, for at the avoidance time of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1incurrence). Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time other date as agreed to by the Borrower Administrative Agent) and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Revolving Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the or Incremental Term Loan Commitments. If any portion of Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Loan Commitment. Each Incremental Term Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above). Each Incremental Revolving Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $500,000 in excess thereof.
Appears in 1 contract
Sources: Refinancing Amendment to Credit Agreement (Ciena Corp)
Borrower Request. Borrower Parent may by written notice to the Administrative Agent and consent of the Lead Lenders request the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan 83 Commitment”) by an amount not less than $10.0 million [*] individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million [*] (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and Loans); provided that no such Incremental Term Loan Commitments (yother than in respect of Conversion Date Indebtedness) such amount shall may be reduced incurred prior to the extent of the Term Loans incurred pursuant to Amendment No.
1)Conversion Anniversary Date. Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower Parent proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Required Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Required Lenders), the Borrower Borrowers may, with the consent of the Lead Lenders Administrative Agent as to any bank, bank or financial institution or other entity that is not at such time a LenderLender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks, banks or financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.
Appears in 1 contract
Borrower Request. Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by or, prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) so long as before and after giving effect to any such Incremental Loan Commitments on a Pro Forma Basis, the Secured Leverage Ratio does not exceed 1.25 to 1.00 (calculated (x) as if any Incremental Revolving Commitments were fully drawn on the effective date thereof and (y) excluding (for purposes of cash netting) any cash constituting proceeds of any Incremental Loan Commitments or concurrent Incremental Equivalent Indebtedness) and the aggregate principal amount of such Class of Incremental Loan Commitments is not less than $10.0 million individually 25,000,000 individually, and in incremental multiples of $1,000,000 in excess thereof, or otherwise equal to the remaining available balance of the applicable Commitments; provided that at the option of the Borrower in connection with any Incremental Term Loans the proceeds of which are used to finance permitted acquisitions or other permitted investments (or such lower amount agreed to by including the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount repayment of any prepayment Indebtedness of an acquired person or repayment secured by any acquired assets), compliance with the foregoing Secured Leverage Ratio test may be determined on the last day of the Term Loans and (y) fiscal quarter ended immediately preceding the date on which a binding contract for such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)acquisition or investment is entered into. Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of such Incremental Term Loan Commitments and each person (iiiwhich much be a person to whom Loans are permitted to be assigned pursuant to Section 9.04(b)) offer each Lender to whom the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If Borrower proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan increased or new Commitment.
Appears in 1 contract
Borrower Request. Borrower EnergySolutions may by written notice to the Administrative Agent and consent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lead Lenders request Lenders) request, from time to time prior to the establishment Term Maturity Date or the Revolving Maturity Date, as applicable, (i) the extension of one or more new Term Loan Commitments (each, any such new Term Commitment being referred to herein as an “Incremental Term Loan Commitment”) by or (ii) one or more increases in the existing Revolving Commitments or extensions of new Revolving Commitments (any such increase in or extension of Revolving Commitments being referred to herein as an “Incremental Revolving Commitment”), in each case in an aggregate amount not to exceed the Incremental Commitments Cap. Each Incremental Commitment shall be (A) an integral multiple of $5,000,000 and not less than $10.0 million individually 25,000,000 or (or B) if the Incremental Commitment Cap at such lower amount agreed to by the Lead Lenders) andtime shall be less than $25,000,000, shall be equal thereto. EnergySolutions may elect in the aggregate for all notice delivered pursuant to this Section 2.18(a) (such requests, not election being referred to exceed $50.0 million (it being understood and agreed, for herein as the avoidance of doubt, “Deposit L/C Increase Election”) that (x) such amount shall not be increased by the amount of any prepayment or repayment proceeds of the Term Loans made pursuant to an Incremental Term Commitment (such Term Loans being referred to herein as “Incremental Term Loans”), be deposited in the Deposit L/C Escrow Account as collateral for the payment and (y) such amount shall be reduced performance of EnergySolutions’ reimbursement obligations to the extent Deposit Issuing Banks in respect of Deposit Letters of Credit and that the Term Loans incurred Deposit L/C Specified Amount be increased by an amount equal to the amount of such deposit. Each notice delivered pursuant to Amendment No.
1). Any such notice this Section 2.18(a) shall specify (ix) the date (each, an the “Increase Effective Date”) on which Borrower EnergySolutions proposes that the Incremental Term Loan increased or new Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (or such shorter time as agreed by the Borrower and the Lead Lenders), (iiy) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share identity of the Incremental Term Loan Commitments. If financial institutions to whom EnergySolutions proposes that any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan increased or new Commitment.
Appears in 1 contract
Borrower Request. The Borrower may by written notice to the Lenders through the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments bridge loan commitments (each, an a “Incremental Term Bridge Loan Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any Each such notice shall specify shall: (i) specify the anticipated date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Bridge Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days 45 days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), Agent; (ii) specify the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Bridge Loan Commitments be allocated and the amounts of such allocations; (iii) offer each Lender include reasonably detailed information about the opportunity to subscribe for its pro rata share anticipated source of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered Bridge Take Out; (iv) include an update to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders)most recently updated Base Case Projections reflecting only Prior Projection Updates, the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Bridge Loan Commitments, in each case as consented the expected or actual date of Substantial Completion, the expected or actual Conversion Date, changes to by projected interest rates, the Lead Lenders. Any existing Lender approached to provide all or a portion terms and conditions of the Incremental Bridge Take Out and calculations of any anticipated TE Commitment Reduction Amount, Bridge Commitment Reduction Amount, the TE Oversizing Amount, the Bridge Oversizing Amount, the Bridge Prepayment Amount, and the TE Term Loan Prepayment Amount (as applicable) (and holding all other inputs and assumptions in such Base Case Projections constant); and (v) include an initial proposed draft of the Increase Joinder in respect of the Bridge Loan Commitment. The aggregate Bridge Loan Commitments for any Lender shall be in an aggregate amount of not less than $30,000,000 and whole multiples of $1,000,000 in excess thereof. The Administrative Agent may elect or decline to arrange such Bridge Loan Commitments in its sole discretion and each Lender may elect or decline, in its sole discretion, to provide such Incremental a Bridge Loan Commitment in an amount equal to its pro rata share of the aggregate Term Loan Commitments among all Lenders electing to provide a Bridge Loan Commitment; and, if any of the existing Lenders decline to provide any portion of such Bridge Loan Commitment, or if any of the Lenders do not respond in writing within ten Business Days after being notified by Borrower of such request, the Borrower may offer such portion of the Bridge Loan Commitment to any other Person that is an Eligible Assignee; provided further that if the Administrative Agent declines to arrange the Bridge Loan Commitment in accordance with this Section 2.22(a), the Borrower may designate any arranger it may deem appropriate. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of the Increase Effective Date and in respect thereof the Bridge Loan Commitments and applicable Lenders holding such Commitments.
Appears in 1 contract
Sources: Credit Agreement (Avangrid, Inc.)
Borrower Request. The Borrower may may, at any time, or from time to time on one or more occasions, by written notice to the Administrative Agent Agent, request:
(i) the establishment of one or more additional revolving credit commitments with terms and consent conditions identical to the terms and conditions of the Lead any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders request providing such Increase Revolving Commitments;
(ii) the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”);
(iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or
(iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); in an aggregate principal amount not to exceed (x) $1,200,000,000 to be used solely to finance the acquisition of Real Estate and Gaming Assets (reduced on a dollar for dollar basis for any Indebtedness incurred to acquire Real Estate and Gaming Assets pursuant to Section 8.04(aa)); plus (y) an unlimited amount, provided, that immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder); on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.75 to 1.00 (provided, however, if such Incremental Commitments are being incurred in connection with a Significant Acquisition, the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.80 to 1.00) (provided, that, for the purposes of any such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting), and any such request for Incremental Term Loan Commitments (each, an “or Incremental Term Loan Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, Revolving Commitments shall be in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the a minimum amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)$50,000,000. Any Each such notice shall specify the identity of each Eligible Assignee (iand any existing Lender) to whom the date (each, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice allocations; provided, that (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to A) any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loan CommitmentLoans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.
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Borrower Request. After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may by written notice to the Administrative Agent and consent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the Lead Lenders request the establishment of one or more new Term existing Revolving Loan Commitments (each, an “Incremental Term Revolving Loan Commitment”) by and/or (y) the establishment of one or more new term loan commitments (each, an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and“Incremental Term Commitment”, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreedwhich, for the avoidance of doubt, that will exclude the increase in Term Loans on the Restatement Effective Date), by an amount (such amount, the “Maximum Incremental Facilities Amount”) equal to the sum of (i) the greater of (x) such an aggregate amount shall not to exceed $650,000,000 (of which, up to $300,000,000 can be increased by incurred in the amount form of any prepayment or repayment of the Term Loans Incremental Revolving Loan Commitments) and (y) 100% of Consolidated EBITDA for the four (4) consecutive fiscal quarters then most recently ended for which financial statements have been delivered pursuant to §9.4, plus (ii) an additional amount if, after giving effect to the incurrence of such amount additional amount, the Senior Secured Leverage Ratio is less than or equal to 3.50:1.00 (assuming (x) in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn and (y) the net cash proceeds of any borrowings pursuant to Incremental Commitments shall not be netted in calculating the Senior Secured Leverage Ratio) ; provided that if at the time of any such incurrence or issuance, there is capacity under the foregoing clause (ii), then such capacity shall be reduced deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the extent of Borrowers under the Term Loans incurred pursuant to Amendment No.
1foregoing clause (i). Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).
Appears in 1 contract
Sources: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Borrower Request. After the Restatement Effective Date, any Borrower may by written notice to the Administrative Agent and consent elect to request (x) prior to the Maturity Date for the Revolving Loans, an increase to any of the Lead Lenders request the establishment of one or more new Term existing Revolving Loan Commitments (each, an “Incremental Term Revolving Loan Commitment”) by and/or (y) the establishment of one or more new term loan commitments (each, an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and“Incremental Term Commitment”, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreedwhich, for the avoidance of doubt, will exclude the increase in Commitments and Term Loans on the Restatement Effective Date), by (i) an aggregate amount not to exceed $300,000,000 plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn) (x) such amount shall not be increased by collectively, the amount “Maximum Incremental Facilities Amount”); provided that if at the time of any prepayment such incurrence or repayment of issuance, there is capacity under the Term Loans and foregoing clause (y) ii), then such amount capacity shall be reduced deemed to be utilized pursuant to clause (ii) prior to utilizing any capacity available to the extent of Borrowers under the Term Loans incurred pursuant to Amendment No.
1foregoing clause (i). Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Applicable Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).
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Borrower Request. The Borrower may at any time and from time to time after the RestatementAmendment No. 5 Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments revolving credit facilities (each, an “Incremental Term Loan Revolving Facility”) with new revolving commitments (each, an “Incremental Revolving Commitment”) by in an amount not less than in excess of $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, 212,000,000 in the aggregate for principal amount when combined with the aggregate amount of all such requests, not to exceed $50.0 million Incremental Term Loan Commitments under Section 2.4 (it being understood and agreedexcluding, for the avoidance of doubt, that (x) such amount shall not be increased by doubt the aggregate amount of any prepayment or repayment of the Existing Incremental Term Loans and New Term Loans) not in excess of (yi) $300,000,000 plus (ii) the maximum amount of additional Loans that could be incurred by the Borrower at such amount time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1agree in its sole discretion). Any Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Revolving Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and terms the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Revolving Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) by or (ii) one revolving loan facility or, after establishment, an increase in such revolving loan facility (such increase, an “Incremental Revolving Increase” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not less in excess of the sum of: (i) the greater of (x) $100,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b) plus (ii) the aggregate amount of all voluntary prepayments, other than $10.0 million individually the Extension Voluntary Prepayment, of (or such lower A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness and which may not be secured on a pari passu basis with the Initial Term Loans and the 2022 Term Loans) plus (iiiii ) an unlimited amount agreed to of additional Loans that could be incurred by the Lead LendersBorrower at such time without causing (A) andin the case of any Incremental Facility that is secured by the Collateral on a pari passu basis with the Initial Term Loans or on a junior lien basis with the Initial Term Loans or 2022 Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than (1) 4.50 to 1.00, if secured on a pari passu basis with the Initial Term Loans or (2) 5.00 to 1.00, if secured on a junior basis with the Term Loans, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, calculated after giving Pro Forma Effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (iiiii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (iiiii) for any purpose, minus the aggregate for all such requests, not initial principal amount of any Incremental Equivalent Debt incurred pursuant to exceed $50.0 million Section 2.25 (it being understood and agreedagreed that unless notified by the Borrower, for (I) the avoidance Borrower shall be deemed to have utilized, amounts of doubtthe type described in clause (iiiii) above prior to the utilization of amounts under clausesclause (i) or (ii) above and (II) Loans may be incurred in respect of any or all of clauses (i), and (ii) and (iii) above, and the proceeds from any such incurrence in respect of clauses (i), and (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (iiiii ) above (without giving effect to any incurrence in respect of clause (i) or (ii)) and , second, calculating the incurrence in respect of clause (ii) above and, third, calculating the incurrence in respect of clause (i) above); provided that the Borrower may redesignate any such Indebtedness (in an amount not to exceed, with respect to clause (i), at any time the greater of (x) $50,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b)) originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount shall not be increased of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any prepayment Incremental Term Loans the proceeds of which are used to repay or repayment otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Term Loans Available Incremental Amount and (y) such amount shall be reduced to not reduce the extent of the Term Loans incurred pursuant to Amendment No.
1)Available Incremental Amount. Any Each such notice shall specify (i) the date (each, an “Increase Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Term Loan Commitments Facility shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment or Incremental Revolving Commitment, as applicable, be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
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Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of elect to request prior to the Lead Lenders request Maturity Date for the establishment of one or more new Term Loan Revolving Credit Facility, an increase to the existing Commitments (each, an “Incremental Term Loan Revolving Commitment”) ), by an aggregate amount not less than $10.0 million individually (or such lower amount agreed to by in excess of the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance lesser of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans $250,000,000 and (y) such an amount shall be reduced that, after giving pro forma effect to the extent incurrence of such Incremental Revolving Commitment (assuming that such Incremental Revolving Commitment is fully drawn) and the application of the Term Loans incurred proceeds therefrom, would not result in a Consolidated Net Leverage Ratio greater than the then applicable ratio specified in Section 7.11(b) less 0.50 to 1.00 (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Amendment No.
1Section 6.01(a) or (b) as though such Incremental Revolving Commitment had been consummated as of the first day of the fiscal period covered thereby). Any Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).
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Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the greater of (i) $500,000,000 and (ii) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount, provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, and in minimum increments of $10.0 million individually 10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
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Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Maturity Date for the establishment of one or more new Term Loan Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Term Loan Revolving Commitment”) by and/or (y) an increase to the existing Term Facility or the establishment of onecommitments in respect of a new tranche of term loan commitmentloans (each, an “Incremental Term Commitment” and, together with any Incremental Revolving Commitment, “Incremental Facilities”), in an aggregate amount not less than to exceed $10.0 million individually 100,000,000, the sum of (A) the greater of (1) $350,000,000 and (2) 100% of Consolidated EBITDA for the Measurement Period most recently ended on or such lower prior to the applicable Increase Effective Date plus (B) an unlimited amount agreed so long as, in the case of this clause (B), after giving effect to by the Lead Lendersrelevant Incremental Facility, the Consolidated Leverage Ratio does not exceed 1.50:1.00 calculated on a pro forma basis (but without giving effect to any amount incurred substantially simultaneously or contemporaneously therewith under clause (A) above or under any revolving facility, including the Revolving Credit Facility), including the application of the proceeds thereof (in each case, without “netting” the cash proceeds of the applicable Incremental Facility) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount case of any prepayment or repayment Incremental Revolving Commitments, assuming a full drawing of the Term Loans and such Incremental Revolving Commitments, in each case from any existing Lender (y) such amount each of which shall be reduced entitled to the extent of the Term Loans incurred agree or decline to participate in its sole discretion) and/or any Additional Lender. Each such notice pursuant to Amendment No.
1). Any such notice this Section 2.14(a) shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice the Incremental Term Commitment is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders)drawn in full, (ii) the proposed size and terms identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the whether such Incremental Commitments are Incremental Revolving Commitments or Incremental Term Loan Commitments. If Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any portion whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Term Loan Commitments offered to the Lenders as contemplated set forth in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lendersabove), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.
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Borrower Request. The Borrower may at any time and from time to time after the Subsequent Fifth Amendment Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $10.0 million individually 500,000,000, and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.the
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Borrower Request. The Borrower may at any time and from time to time after the Amendment No. 5 Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan revolving credit facilities (each, an “Incremental Revolving Facility”) with new revolving commitments or an increase to the existing Revolving Commitments (each, an “Incremental Term Loan Revolving Commitment”) by in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 (excluding, for the avoidance of doubt the aggregate amount of the Existing Incremental Term Loans and New Term Loans) not less than in excess of (i) $10.0 million individually 300,000,000 plus (or such lower ii) the maximum amount agreed to of additional Loans that could be incurred by the Lead LendersBorrower at such time without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0, calculated after giving pro forma effect to the incurrence of such additional amount, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding) and, in plus (iii) the aggregate for amount of all such requests, not to exceed $50.0 million prior voluntary terminations of Revolving Commitments) (it being understood and agreed, for the avoidance of doubt, agreed that (x) such amount shall not be increased unless notified by the amount Borrower, (I) the Borrower shall be deemed to have utilized, first, amounts of the type described in clause (ii) above prior to the utilization of amounts under clauses (i) or (iii) above and, second, amounts of the type described in clause (iii) above prior to the utilization of amounts under clause (i) above and (II) Loans may be incurred in respect of any prepayment or repayment all of the Term Loans clauses (i), (ii) and (yiii) above, and the proceeds from any such amount incurrence in respect of clauses (i), (ii) and (iii) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (ii) above (without giving effect to any incurrence in respect of clause (i) or (iii)), second, calculating the incurrence in respect of clause (iii) above and, third, calculating the incurrence in respect of clause (i) above), and in minimum increments of $10,000,000 (or such lesser minimum increments as the Administrative Agent shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1agree in its sole discretion). Any Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Revolving Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and terms the Issuing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Revolving Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Borrower Request. Borrower may may, after the Restatement Effective Date, by written notice (each, an “Incremental Notice”) to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Revolving Maturity Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”) by an amount not less than in excess of $10.0 50.0200.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood increases and agreed, for commitments contemplated by the avoidance of doubt, that foregoing clauses (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) and not less than $5.0 million individually. Each such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice noticeIncremental Notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments referred to in such Incremental Term Loan Commitments Notice shall be effective, (each, an “Increase Effective Date”) which shall be a date not less than fifteen (15) 105 Business Days (or such lesser number of Business Days that the Administrative Agent shall agree to in its sole discretion) after the date on which such notice noticeIncremental Notice is delivered to the Administrative Agent and (or such shorter time as agreed by ii)(and the Borrower and date of the Lead Lenders), (ii) the proposed size and terms making of such any Incremental Term Loans may occur after any Increase Effective Date with respect to any Incremental Term Loan Commitments referred to in such Incremental Notice) and (iii) offer each Lender the opportunity aggregate amount of such increased or new Commitments; provided that one Increase Joinder and one Incremental Notice may only relate to subscribe for its pro rata share of either increases in the Revolving Commitments or Incremental Term Loan Commitments but not both increases to Revolving Commitments and Incremental Term Loan Commitments. If ; provided further that for the avoidance of doubt, once repaid, no Incremental Term Loans may be reborrowed and (ii) with respect to any increases in the Revolving Commitments, the identity of each Eligible Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to allocations; provided further that any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. All persons providing increases to the existing Revolving Commitments pursuant to this Section 2.19 shall be reasonably approved (such approval not to be unreasonably withheld) by the Administrative Agent, the Issuing Bank and the Swingline Lender. The increased or new Commitments contemplated by each separate Incremental Notice shall each be represented by a separate Increase Joinder. The number of separate borrowing dates for Incremental Term Loan CommitmentCommitments represented by each Increase Joinder shall be subject to a maximum agreed by the Administrative Agent and the Borrower. Each borrowing under the Incremental Term Commitments under any Increase Joinder (other than those made on the Increase Effective Date with respect to such Increase Joinder, which shall be subject to the conditions in Section 2.19(b)) on any day shall be subject satisfaction of the following conditions: (i) the conditions set forth in Section 4.02 and, for the avoidance of doubt, the compliance with the borrowing procedures set forth in Sections 2.02 and 2.03, (ii) after giving pro forma effect to the borrowings to be made on such day and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings, Borrower shall be in compliance on a Pro Forma Basis with each of the covenants set forth in Sections 6.10(a) and (b) as of the last day of the most recent Test Period, treating such borrowings, increase in Indebtedness and consummation as if they occurred on the first day of the last Test Period (and the Borrower shall have delivered the Administrative Agent an Officers’ Certificate as to the satisfaction of the conditions set forth in this clause (ii)) and (iii) such other conditions (if any) as may be agreed among the Borrower, the Administrative Agent and the other persons party to such Increase Joinder (the conditions in this sentence, the “Post-Increase Effective Date Conditions”). For the avoidance of doubt, all Loans made pursuant to an Increase Joinder shall have the same terms.
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Borrower Request. The Borrower may by written notice to the the(a) Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) by and/or one or more new Revolving Loan Commitments under the then existing revolving facility (each, an amount not less than $10.0 million individually (or such lower amount agreed to by “Incremental Revolving Loan Commitment” and together with any Incremental Term Loan Commitment, the Lead Lenders) and“Incremental Facilities”), in the an aggregate for all such requests, amount not to exceed $50.0 million the Maximum Incremental Facilities Amount (it being understood and agreed, for the avoidance date of doubt, that (x) such amount shall not be increased by the amount establishment of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date (eachIncremental Facility, an “Increase Effective Date”) on which Borrower proposes ); provided, that the aggregate principal amount of all Incremental Term Revolving Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after exceed $10,000,000 in the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the aggregate. The opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity commit to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to Facilities shall be offered by the Lead Borrower first to the existing Lenders on a pro rata basis (and on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, to the extent that such existing Lenders have not agreed to provide such Incremental Facilities within ten (10) Business Days after receiving such offer from the Borrower or the Administrative Agent, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on terms no less favorable to the Borrower) to any other Eligible Assignees (which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment., as applicable, if and to the extent such consent would 110 US-DOCS\121951479.16133960081.2 be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee. Conditions. Such Incremental Term Loan Commitments and Incremental(b) Revolving Loan Commitments shall become effective, as of such Increase Effective Date; provided that: Immediately after giving effect to the funding of such Incremental(i) Facility, no Event of Default would exist; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the foregoing condition may be limited by the Lenders providing such Incremental Facility to (x) on the LCA Test Date, immediately after giving effect to the funding of such Incremental Facility, no Event of Default would exist and (y) on the date of funding of such Incremental Facility, no Event of Default under Section 8.01(a), (b), (g) or (h) would exist immediately after giving effect to the funding of such Incremental Facility; provided that any Limited Condition Acquisition remains subject to the terms of Section 1.06 hereof; the proceeds of the Incremental Term Loans and/or Incremental(ii) Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; the Borrower shall deliver or cause to be delivered any customary(iii) amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; any such Incremental Term Loans or Incremental Revolving Loans(iv) shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Maximum Incremental Amount available at such time); any Incremental Facilities shall be secured on a pari passu basis(v) with the Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; and subject to customary “SunGard” limitations consistent with those(vi) applicable to the Closing Date Acquisition (to the extent agreed to by the Lenders providing the applicable Incremental Facility and the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) both before and after giving effect to such Incremental Facility (or if incurred in connection with a Limited Condition Acquisition on the LCA Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties 111 US-DOCS\121951479.16133960081.2
Appears in 1 contract
Sources: Credit Agreement (Blend Labs, Inc.)
Borrower Request. The Borrower may at any time and from time to time after the Subsequent First Amendment Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the greater of (i) $500,000,000 and (ii(i) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount, (but without giving effect to any amounts incurred under the immediately following clause (ii)), provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) $10.0 million individually 500,000,000, and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Borrower Request. The Borrower may at any time and from time to time after the Subsequent First Amendment Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of the greater of (i) $500,000,000 and (ii) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 1.50 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount, provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, and in minimum increments of $10.0 million individually 10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
Appears in 1 contract
Borrower Request. The Borrower may may, at any time, or from time to time on one or more occasions, by written notice to the Administrative Agent Agent, request:
(i) the establishment of one or more additional revolving credit commitments with terms and consent conditions identical to the terms and conditions of the Lead any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders request providing such Increase Revolving Commitments;
(ii) the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”);
(iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or
(iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); in an aggregate principal amount not to exceed (x) $1,200,000,000 to be used solely to finance the acquisition of Real Estate and Gaming Assets (reduced on a dollar for dollar basis for any Indebtedness incurred to acquire Real Estate and Gaming Assets pursuant to Section 8.04(aa)); plus (y) an unlimited amount, provided, that immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder); on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.45 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.75 to 1.00 (provided, however, if such Incremental Commitments are being incurred in connection with a Significant Acquisition, the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.80 to 1.00) (provided, that, for the purposes of any such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting), and any such request for Incremental Term Loan Commitments (each, an “or Incremental Term Loan Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, Revolving Commitments shall be in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the a minimum amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1)$50,000,000. Any Each such notice shall specify the identity of each Eligible Assignee (iand any existing Lender) to whom the date (each, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice allocations; provided, that (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to A) any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loan CommitmentLoans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.
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Borrower Request. Borrower Parent may by written notice to the Administrative Agent and consent of the Lead Lenders request the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million [*] (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and Loans); provided that no such Incremental Term Loan Commitments (yother than in respect of Conversion Date Indebtedness) such amount shall may be reduced incurred prior to the extent of the Term Loans incurred pursuant to Amendment No.
1)Conversion Anniversary Date. Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower Parent proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Required Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Required Lenders), the Borrower Borrowers may, with the consent of the Lead Lenders Administrative Agent as to any bank, bank or financial institution or other entity that is not at such time a LenderLender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks, banks or financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.
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Borrower Request. Borrower may by written notice (each, an “Incremental Facility Request”) to Agent elect to request no more than four times during the Administrative Agent and consent term of the Lead Lenders request the establishment of this Agreement, commitments for one or more new additional tranches of term loans or an increase to the existing Tranche B Term Loan Commitments (each such commitment, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) and/or increases in the Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan CommitmentCommitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) by an amount not in excess of $100,000,000 in the aggregate and not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and5,000,000 individually; provided, in that the aggregate for all such requests, amount of Incremental Revolving Loan Commitments shall not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) 25,000,000. Each such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1). Any such notice Incremental Facility Request shall specify (i) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested and (ii) the date (each, an “Increase Incremental Effective Date”) on which Borrower proposes that the Incremental Term Loan increased or new Loans and Commitments (and any increase in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than fifteen (15) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity Agent; provided that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender L/C Issuer approached to provide all or a portion of the Incremental Term Loan increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentincreased or new Commitment (and increase in the L/C Sublimit, if applicable).
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Borrower Request. The Borrower may at any time and from time to time after the Ninth Amendment Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) greater of (A) $10.0 million individually 1,150,000,000 and (B) 100% of Consolidated EBITDA and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.ten
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Borrower Request. The Borrower may may, at any time, or from time to time on one or more occasions, by written notice to the Administrative Agent Agent, request:
(i) the establishment of one or more additional revolving credit commitments with terms and consent conditions identical to the terms and conditions of the Lead any existing Class of Revolving Commitments hereunder (“Increase Revolving Commitments”); provided, that, upfront fees may be paid to Lenders request providing such Increase Revolving Commitments;
(ii) the establishment of one or more new tranches of revolving credit commitments (a “New Revolving Commitment” and, together with any Increase Revolving Commitments, the “Incremental Revolving Commitments”); and/or
(iii) the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (eachiii) (iv) the establishment of one or more new tranches of term loans (an “NewIncremental Term Loan Commitment” and, an the loans thereunder, the “Incremental Term Loans” and the related commitments, “New Term Loan CommitmentCommitments”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt); provided, that (x) immediately after giving effect to any such amount Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.60 to 1.00; (provided, however, that during a Significant Acquisition Period (or if such Incremental Commitments are being incurred in connection with a Significant Acquisition), the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.65 to 1.00) (provided that, for the purposes of such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be increased by the amount of taken into account for any prepayment or repayment of the Term Loans cash netting) and (y) any such amount request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be reduced to the extent in a minimum amount of the Term Loans incurred pursuant to Amendment No.
1)$50,000,000. Any Each such notice shall specify the identity of each Eligible Assignee (iand any existing Lender) to whom the date (each, an “Increase Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders), (ii) the proposed size and terms any portion of such Incremental Term Loan Commitments be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice allocations; provided, that (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to A) any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loan CommitmentLoans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.
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Sources: Credit Agreement (MGM Growth Properties Operating Partnership LP)
Borrower Request. After the Opening Date, the Borrower may by written notice to the Administrative Agent and consent of elect to request (x) prior to the Lead Lenders request Maturity Date for the establishment of one or more new Term Loan Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Term Loan Revolving Commitment”) by an amount not less than $10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and and/or (y) such amount shall be reduced to the extent establishment of the Term Loans incurred pursuant to Amendment No.
1). Any such notice shall specify (i) the date one or more Classes of new term loan commitments (each, an “Increase Effective Date”) on which Borrower proposes that Incremental Term Commitment” and, together with the Incremental Term Loan Commitments shall be effectiveRevolving Commitments, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time as agreed by the Borrower and the Lead Lenders“Incremental Commitments”), by an aggregate amount not in excess of (i)(x) $100,000,000 minus (y) the aggregate principal amount of Incremental Commitments incurred pursuant to this Section 2.13(a)(i) prior to such date plus (ii) an amount such that, after giving effect to the proposed size and terms incurrence of such amount the Borrower would be in compliance on a pro forma basis (including any adjustments required by such definition as a result of a contemplated Permitted Acquisition, but excluding any concurrent incurrence of Indebtedness pursuant to clause (i) above (it being understood that the Borrower shall be deemed to have utilized this clause (ii) prior to utilization of amounts under clause (i) above) and without netting the cash proceeds of any Incremental Term Loan Commitment) the Consolidated Total Leverage Ratio (assuming that all Incremental Commitments incurred pursuant to this Section 2.13(a) on or prior to such date of determination are funded Indebtedness and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated would be included in the immediately preceding sentence is definition of Total Funded Indebtedness, whether or not subscribed for by the Lenders within five (5such Indebtedness would otherwise be so included) Business Days of receipt of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is does not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.exceed 3.00:
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Borrower Request. The Borrower may at any time and from time to time after the Ninth Amendment Effective Date by written notice to the Administrative Agent and consent of the Lead Lenders elect to request the establishment of one or more new term loan facilities or an increase in any existing tranche of Term Loan Commitments Loans (each, an “Incremental Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) by in an aggregate principal amount, when combined with the aggregate amount of all Incremental Term Loan Commitments, Incremental Term Loans and Incremental Revolving Commitments under Section 3.16 and all Incremental Equivalent Debt under Section 2.5, not in excess of (i) an amount equal to the maximum amount of additional Loans that could be incurred by the Borrower at such time without causing the First Lien Net Leverage Ratio to be greater than 2.25 to 1.00, calculated after giving pro forma effect to the incurrence of such additional amount (but without giving effect to any amounts incurred under the immediately following clause (ii)), provided that (A) the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments shall be excluded for the purposes of cash netting from Indebtedness in such calculations, (B) assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not less than funded or outstanding) and (C) all Incremental Term Facilities, Incremental Revolving Commitments, Incremental Equivalent Debt and permitted refinancings of the foregoing shall be included in the numerator of such First Lien Net Leverage Ratio calculation regardless of whether, or to what extent secured, plus (ii) greater of (A) $10.0 million individually 1,150,000,000 and (B) 100% of Consolidated EBITDA and in minimum increments of $10,000,000 or integral multiples of $1,000,000 in excess thereof (or such lower amount agreed to by lesser minimum increments as the Lead LendersAdministrative Agent shall agree in its sole discretion) and(the foregoing amount, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No.
1“Available Incremental Amount”). Any Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than fifteen ten (1510) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter time earlier date as agreed by the Borrower Administrative Agent shall agree in its sole discretion) and the Lead Lenders), (ii) the proposed size and terms identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments Commitment be allocated and (iii) offer each Lender the opportunity to subscribe for its pro rata share of the Incremental Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt amounts of such notice (or such shorter time as agreed by the Borrower and the Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitmentallocations.
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